We estimate that we will receive net proceeds from this offering of $94.3
million based upon the initial public offering price of $17.00 per ordinary
share, after deducting underwriting discounts and commissions and estimated
offering expenses payable by us. We will not receive any of the proceeds from
sales of ordinary shares by the selling shareholders.
The principal reasons for this offering are to increase our capitalization and
financial flexibility, increase our visibility in the marketplace and create a
public market for our ordinary shares. As of the date of this prospectus, we
have no specific plans for the use for the net proceeds of this offering, or a
significant portion thereof. We anticipate that we will use the net proceeds we
receive from this offering for working capital and other general corporate
purposes, including funding of our marketing activities, repayment of
indebtedness and the costs of operating as a public company and further
investment in the development of our proprietary technologies. We may use a
portion of the net proceeds for the acquisition of businesses, products and
technologies that we believe are complementary to our own, although we have no
agreements or understandings with respect to any acquisition at this time. We
have not allocated any specific portion of the net proceeds to any particular
purpose, and our management will have the discretion to allocate the proceeds
as it determines. Pending these uses, we intend to invest the net proceeds to
us from the offering in short-term, investment-grade, interest-bearing
instruments.

We compete with point-to-point solution providers as well as other companies
with service offerings designed to address similar needs as our solutions. The
market for fleet management solutions is highly fragmented. Some of our actual
and potential competitors may enjoy competitive advantages over us, such as
greater name recognition, longer operating histories, more varied services, and
larger marketing budgets, as well as greater financial, technical, and other
resources.
We believe that the key competitive factors in the local services and
distribution market include:
• ease of initial setup and use;
• product functionality, performance and reliability;
• features that best meet the needs of SMB fleet operators;
• business intelligence capabilities;
• architecture scalability; and
• cost.
We believe that our efficient customer acquisition model, business intelligence
approach to fleet management, SaaS delivery model, deep domain expertise and
large user base enable us to compete effectively. We believe that many of our
competitors rely on up-front hardware sales to finance their operations. Their
business models are a significant investment hurdle for SMB customers.
Additionally, many of these competitive offerings are difficult to deploy and
use and lack other features required by SMB customers.
Some of our competitors have made or may make acquisitions or enter into
partnerships or other strategic relationships to offer a more comprehensive
service than we do. These combinations may make it more difficult for us to
compete effectively, including on the basis of price, sales and marketing
programs, technology, or service functionality. We expect these trends to
continue as companies attempt to strengthen or maintain their market positions.

Company Description

FleetMatics is a leading global provider of fleet management solutions
delivered as software-as-a-service, or SaaS. Our mobile software platform
enables businesses to meet the challenges associated with managing their local
fleets of commercial vehicles and improve productivity by extracting

actionable
business intelligence from vehicle and driver behavioral data. We offer
intuitive, cost-effective Web-based and mobile application solutions that
provide fleet operators with visibility into vehicle location, fuel usage,
speed and mileage and other insights into their mobile workforce, enabling them
to reduce operating and capital costs, as well as increase revenue. As of June
30, 2012, we had more than 16,000 customers who collectively deployed our
solutions in over 281,000 vehicles worldwide. The substantial majority of our
customers are small and medium-sized businesses, or SMBs, each of which deploy
our solutions in 1,000 or fewer vehicles. During the six months ended June 30,
2012, we collected an average of approximately 30 million data points per day
from subscribers, and we have aggregated over 28 billion data points since our
inception, which we believe provides valuable information that we may consider
in the development of complementary solutions and additional sources of
revenue.
We believe that the addressable market for our fleet management solutions is
large, growing and underpenetrated. Frost and Sullivan, an independent research
firm, reported that in 2010 there were approximately 18.5 million local
commercial fleet vehicles in the U.S. and Canada, 11.3% of which utilized a
fleet management solution. We believe that the global market opportunity is
much larger and we estimate it to be in excess of 61 million vehicles. Our
multi-tenant SaaS solutions are designed to meet the needs of SMBs, overcome
existing barriers to adoption, and leverage the volumes of data transmitted to
us from in-vehicle devices over cellular networks that we aggregate and analyze
from our large and growing subscriber base.
We have grown our customer base, the number of vehicles using our solutions and
our revenue in each year since our incorporation in 2004. We have developed a
differentiated, cost-effective customer acquisition sales model based on leads
sourced through both Web-based digital advertising and targeted outbound sales
efforts.
-----
The legal and commercial name of our company is Fleetmatics Group PLC. We were
incorporated in Ireland on October 28, 2004 as a private limited company.
Before commencing this offering, we changed our corporate structure from a
private limited company to a public limited company. A public limited company
known as Fleetmatics Group PLC became the holding company of the FleetMatics
group by way of a share-for-share exchange in which the shareholders of
FleetMatics Group Limited exchanged their shares in FleetMatics Group Limited
for identical shares in Fleetmatics Group PLC. Upon the exchange, the
historical consolidated financial statements of FleetMatics Group Limited
became the historical consolidated financial statements of Fleetmatics Group
PLC included in this prospectus.
Our registered and principal office is located at Block C, Cookstown Court,
Belgard Road, Tallaght, Dublin 24, Ireland. Our U.S. headquarters office is
located at 70 Walnut Street, Wellesley Hills, Massachusetts and our telephone
number is (866) 844-2235. Our website address is www.fleetmatics.com.

Please note that once you make your selection, it will apply to all future visits to NASDAQ.com.
If, at any time, you are interested in reverting to our default settings, please select Default Setting above.

If you have any questions or encounter any issues in changing your default settings, please email isfeedback@nasdaq.com.

Please confirm your selection:

You have selected to change your default setting for the Quote Search. This will now be your default target page;
unless you change your configuration again, or you delete your
cookies. Are you sure you want to change your settings?